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Annual Report 2009

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Sunrise Diamonds plc will be held in the Fourth Floor Council Room at Arundel House, 13–15 Arundel Street, Temple Place, London, WC2R 3DX on Friday 29 January 2010, at 11.00 a.m. for the following purposes:

Ordinary Business

  • 1.

    To receive the Accounts and Reports of the Directors and of the Auditors for the year ended 30 September 2009.

  • 2.

    To re-elect Mr P L Cheetham who is retiring by rotation under the Articles of Association as a director of the



To re-appoint PKF (UK) LLP as Auditors of the Company and to authorise the directors to fix their remuneration.

Special Business Ordinary Resolution 4. That, in accordance with section 551 of the Companies Act 2006, the Directors be generally and unconditionally

authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £200,000 (consisting of 200,000,000 ordinary

shares of 0.1p each) provided that this authority shall, unless renewed, varied or revoked by the Company,

expire at the end of the next Annual General Meeting of the Company to be held after the date on which this resolution is passed, save that the Company may, before such expiry, make an offer or agreement which would

or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 80 of the Companies Act 1985 or section 551 of the 2006 Act.

Special Resolutions

  • 5.

    That, subject to the passing of resolution 4, the Directors be given the general power to allot equity securities (as defined by section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by resolution 4 or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:

    • a)

      the allotment of equity securities in connection with an offer by way of a rights issue to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £100,000 (consisting of 100,000,000 ordinary shares of 0.1p each).

The power granted by this resolution will expire on the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

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